AGREEMENT
This Agreement made this 1 day of September, 2015, by and between
THE CITY OF NEWTON, ILLINOIS, a Municipal Corporation and NEWTON BIO-
DIESEL PLANT #2 LLC, a Delaware Limited Liability, whose mailing address is 4740
Von Karman Ave., Newport Beach, California 92660, (hereinafter referred to as
NEWTON BIO-DIESEL) WITNESSETH:
WHEREAS, THE CITY OF NEWTON, ILLINOIS, owns 23.92 acres, more or less,
of real estate described on Exhibit "A" attached hereto and incorporated herein by this
reference, and
WHEREAS, NEWTON BIO-DIESEL, has acquired or will acquire certain real estate from BN NATIONAL TRAIL BIODIESEL, LLC, which
real estate is described on Exhibit "B" attached hereto and incorporated herein by this reference, and WHEREAS, 'NEWTON BIO-DIESEL,
intends to construct and/or operate a
biodiesel plant upon the premises described in Exhibits "A" & "8", and
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WHEREAS, NEWTON BIO-DIESEL, desires for THE CITY OF NEWTON, ILLINOIS, to transfer to it that certain real estate described on
Exhibit "A" for the purpose of constructing and/or operating a biodiesel plant, and
WHEREAS, THE CITY OF NEWTON, ILLINOIS has determined that it is the economic best interest of THE CITY OF NEWTON, ILLINOIS
to facilitate the operation of said biodiesel plant and accordingly it agrees to convey to NEWTON BIO-DIESEL, upon its acquisition of the
real estate from BN NATIONAL TRAIL BIODIESEL, LLC, described in Exhibit "B", the real estate described in Exhibit "A" subject to the
additional. terms, conditions and reversions hereinafter provided for.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. For and in consideration of NEWTON BIO-DIESEL, establishing and operating a biodiesel plant on the real estate described in Exhibit
"A" attached hereto, THE CITY OF NEWTON, ILLINOIS, agrees to convey to NEWTON BIO-DIESEL, upon its acquisition of the real estate
from BN NATIONAL TRAIL BIODIESEL, LLC, described in Exhibit "B", the real estate described on Exhibit "A" attached hereto, subject to
the following terms, conditions and reversions.
A. In the event NEWTON BIO-DIESEL fails to acquire the real estate described in Exhibit “B" this Agreement shall be null and void. If
NEWTON BIO-DIESEL after acquiring the real estate described in Exhibit "B" thereafter fails within Thirty-six (36) months from the date of
acquisition to construct and commission a biodiesel plant upon said real estate and the real estate described in Exhibit "A", or otherwise
breaches
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this Agreement, the real estate described in Exhibit "A", together with all improvements located thereon shall revert to THE CITY OF
NEWTON, ILLINOIS, by operation of law and NEWTON BIO-DIESEL, shall execute any and all documents necessary to cause title to the
real estate described in Exhibit "A" to be transferred back to THE CITY OF NEWTON, ILLINOIS.
B. Before discharge of any wastewater into THE CITY OF NEWTON, .
ILLINOIS, municipal sewer system, THE CITY OF NEWTON, ILLINOIS must give approval of the content and makeup of the wastewater
that is to be discharged from the NEWTON BIO-DIESEL facilities. It is contemplated by this Agreement that such discharge shall not exceed
2,000,000 gallons per year.
C. NEWTON BIO-DIESEL agrees to cause a new biodiesel plant to be constructed and operable, producing biodiesel of not less than 30
million gallons per year, upon the real state described in Exhibit A, within four (4) years from the date of this Agreement.
D. NEWTON BIO-DIESEL will employ a minimum of 50 full time equivalent jobs at the facilities located on Exhibit "A" and/or "B". That
NEWTON BIO¬DIESEL shall pay to THE CITY OF NEWTON, ILLINOIS, what the parties have termed a "Good Neighbor" Grant of
$1,000,000.00 annually in appreciation of THE CITY OF NEWTON, ILLINOIS's support and good will.
E. NEWTON BIO-DIESEL agrees to purchase all electricity utilized by its facilities from THE CITY OF NEWTON, ILLINOIS, over and above
whatever electricity is generated "in house" by NEWTON BIO-DIESEL.
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F. NEWTON BIO-DIESEL agrees to purchase all water it uses in the
operation of its facilities located on Exhibit "A" and/or "B" from THE CITY OF NEWTON,
ILLINOIS.
G. An Affidavit by THE CITY OF NEWTON, ILLINOIS duly recorded in the
Jasper County Recorder's Officer certifying that NEWTON BIO-DIESEL, has failed to
meet its obligations under this Agreement shall automatically trigger the reversion of the
real estate described in Exhibit “A" to THE CITY OF NEWTON, ILLINOIS.
Dated this 1 day of September, 2015.
Signed
Newton IL Mayor Mark Bolander
Newton City Clerk Rosetta York
President of Newton BIO-Diesel Plant #2 LLC Geoff Hirson
EXHIBIT "A"
A part of the Southeast Quarter (SE/4) of the Southeast Quarter (SE/4) of Section One (1), and also a part of the Northeast Quarter
(NE/4) of the Northeast Quarter (NE/4) of Section Twelve (12), all in Township Six North (T6N), Range Nine East (R9E) of the 3rd
Principal Meridian, Jasper County, Illinois, more particularly described as follows:
Beginning at the Southwest corner of the SE 1,4 of the SE 1,4 of said Section 1, also being the Northwest corner of the NE 1,4 of the
NE X of said Section 12, thence N 0° 10' 40" E, 596.08 feet along the West line of the SE 1,4 of the SE 1,4 of Section 1; thence S 88°
59' 43" E, 561.08 feet to a point on the West right of way line of the Indiana Railroad, thence S 22° 25' 30" E, 1378.51 feet along the
West right of way line of the Indiana Railroad to the Northeast corner of City of Newton, Southtown Industrial Park; thence N 88047'
05" W, 1089.18 feet to the Northwest corner of said Southtown Industrial Park, thence N 0° 01' 11" E, 664.92 feet to the point of
beginning, containing 23.92 acres, more or less, subject to a right of way easement to the City of Newton for water mains.
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EXHIBIT "B"
Lots 4 and 5 of the Southtown Industrial Park Subdivision, as shown on the Plat of said Subdivision dated December 12, 2000 and
filed January 18, 2001 as Slide No. 127 of the Slide Cabinet as Document No. 490 of the Records of the Office of the Recorder of
Jasper County, Illinois; EXCEPT a part of Lot 4, more particularly described as follows:
Commencing at the Northwest corner of said Lot 4, being a point; thence S 00°48'30" E, assumed bearing along the West line of said
Lot 4, a distance of 50.01 feet, to the POINT OF BEGINNING of said exception, being a point; thence continuing S 00°48'30" E, along
the West line of said Lot 4, a distance of 396.00 feet, to a point; thence S 89°38'04" E, a distance of 330.00 feet, to a point; thence N
00°48'30" W, a distance of 396.00 feet, to a point; thence N 89°38'04"W a distance of 330.00 feet, to the POINT OF BEGINNING of
said exception and said exception containing 3.00 acres, more or less.